Evolució del dret europeu de societats

Abstract

The European Union has conditioned the company law of its Member States. National legislations not only must respect the essential principles of European law, but they have alsohad to transpose more than a dozen directives, some of which were inspired by corporate models different from the national ones. Moreover, supranational corporate forms have been created that compete with the national ones. The evolution of European company law has not been linear, however. On the contrary, it has suffered large shocks. From 1968 to 1989 the European Union sought to harmonize the core aspects of company law. The opposition of the Member States brought about a crisis in this project and no rule on companies was approved for twelve years. Although a combination of factors caused a revival in this field at the beginning of the new millennium, the content and the character of European company law changed. The goal of harmonization was abandoned and attention was given to enterprises needs. Simplification and modernization are the two key principles of the new regulations. Regarding content, the focus is on two main areas: corporate governance (the involvement of shareholders in the company and the control of directors) and cross-border mobility. In 2012 the Commission once again considered the future of European company law, opting for continuity both in content and form.